JOINT ANNOUNCEMENT. Pte. Ltd. ( SE2, and together with SE1, SE ), which are wholly-owned subsidiaries of The Straits Trading Company Limited ( STC );

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1 ARA Asset Management Limited (Company Registration No: 32276) (Incorporated in Bermuda) Athena Investment Company (Cayman) Limited (Company Registration No: CT ) (Incorporated in the Cayman Islands) JOINT ANNOUNCEMENT PROPOSED ACQUISITION BY ATHENA INVESTMENT COMPANY (CAYMAN) LIMITED OF ALL THE ISSUED AND PAID-UP ORDINARY SHARES IN THE CAPITAL OF ARA ASSET MANAGEMENT LIMITED 1. INTRODUCTION 1.1 The Acquisition and Scheme. The respective boards of directors of ARA Asset Management Limited (the Company ) and Athena Investment Company (Cayman) Limited (the Offeror ) are pleased to announce the proposed acquisition (the Acquisition ) by a consortium comprising: Straits Equities Holdings (One) Pte. Ltd. ( SE1 ) and Straits Equities Holdings (Two) Pte. Ltd. ( SE2, and together with SE1, SE ), which are wholly-owned subsidiaries of The Straits Trading Company Limited ( STC ); JL Investment Group Limited ( JLIG ), an entity wholly-owned by Mr Lim Hwee Chiang, John; Wealthman Group Limited ( WGL ), an indirect wholly-owned subsidiary of Cheung Kong Property Holdings Limited ( CKPHL ); Alexandrite Gem Holdings Limited ( AGHL ), an affiliate of Warburg Pincus LLC ( Warburg Pincus ); and AVICT Dragon Holdings Limited ( AVICT ), a special purpose vehicle established and controlled by AVIC Trust Co., Ltd ( AVIC Trust ), each of SE, JLIG, WGL, AGHL and AVIC Trust, a Consortium Party and collectively the Consortium Parties, of all the issued and fully paid-up ordinary shares in the capital of the Company (the Shares ) through the Offeror. 1.2 Implementation Agreement and Rollover Agreement. The Acquisition will be effected: by way of a scheme of arrangement (the Scheme ) under Section 99 of the Companies Act 1981 of Bermuda (the Bermuda Companies Act ) pursuant to which the Offeror is seeking to acquire all the Shares, other than the Shares held by SE1, SE2, JLIG and WGL (the Scheme Shares ) in compliance with the Singapore Code on Take-overs and Mergers (the Code ). In connection with the Acquisition, the Company and the Offeror (each, a Party and collectively the Parties ) have 1

2 today entered into an implementation agreement (the Implementation Agreement ) setting out the terms and conditions on which the Company and the Offeror will implement the Scheme. The directors of the Company who are considered independent for the purposes of the Scheme (the Independent Directors ) have unanimously approved the Implementation Agreement and the Company entering into the Implementation Agreement; and by way of the acquisition of all the Shares held by SE1, SE2, JLIG and WGL (the Rollover Shareholders ), being an aggregate of 461,100,481 Shares (the Rollover Shares ), on the terms of a subscription and rollover agreement (the Rollover Agreement ) entered into today between the Offeror, the HoldCo (as defined at paragraph of this Joint Announcement) and the Consortium Parties, as further described in paragraph 7.2 of this Joint Announcement). 1.3 Scheme Consideration and Premium. Scheme Consideration = S$1.78 for each Scheme Share The Offeror does not intend to increase the Scheme Consideration and accordingly, this represents the final price for each Scheme Share. The Scheme presents the Scheme Shareholders (as defined at paragraph of this Joint Announcement) with an opportunity to realise their investment in the Scheme Shares at an attractive premium of approximately 43.9 per cent. over the Company s 12-month volume weighted average price ( VWAP ) of S$1.237 up to and including 2 November , without incurring brokerage and other trading costs (see paragraphs 8 to 9 of this Joint Announcement for details). 2. INFORMATION ON THE COMPANY, THE OFFEROR AND THE CONSORTIUM PARTIES 2.1 The Company Corporate Information and Principal Business Activities. The Company was incorporated in Bermuda on 1 July 2002, and has been listed on the Main Board of the Singapore Exchange Securities Trading Limited ( SGX-ST ) since November The Company is an Asian real estate fund management company focused on the management of real estate investment trusts ( REITs ) and private real estate funds. As at the date of this Joint Announcement (the Joint Announcement Date ), the Company has an issued and paid-up share capital of S$1,994,557 comprising 997,278,289 Shares in issue and no treasury shares. There are no outstanding options or convertible securities of the Company as at the Joint Announcement Date. 1 Being the last full trading day of the Shares prior to the date on which trading in the Shares was halted following a query regarding trading activity received on 3 November 2016 by the Company from the SGX-ST. 2

3 2.1.2 Board Composition. The board of directors of the Company (the Board ) comprises: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) Dr Chiu Kwok Hung Justin (Chairman and Non-Executive Director); Mr Lim Hwee Chiang, John (Group Chief Executive Officer and Executive Director); Ms Chew Gek Khim (Deputy Chairman and Non-Executive Director); Mr Ip Tak Chuen Edmond (Non-Executive Director); Mr Lee Yock Suan (Independent Non-Executive Director); Mr Lim How Teck (Independent Non-Executive Director); Mr Colin Stevens Russel (Independent Non-Executive Director); Dr Cheng Mo Chi Moses (Independent Non-Executive Director); and Mr Yap Chee Keong (Non-Executive Director). 2.2 The Offeror The Offeror is a special purpose vehicle incorporated under the laws of the Cayman Islands for the purpose of the Acquisition. As at the Joint Announcement Date, the directors of the Offeror are: (i) (ii) Mr Joseph Gagnon, Ms Ellen Ng and Mr Jeffrey Perlman, being the nominees of AGHL; and Mr Jiangtao Yao and Mr Yinghui Wei, being the nominees of AVIC Trust The Offeror is wholly-owned by Athena Investment Company (Singapore) Pte. Limited (the HoldCo ), which is a special purpose vehicle incorporated under the laws of Singapore for the purpose of the Acquisition. As at the Joint Announcement Date, the only shareholders of the HoldCo are AGHL and AVICT, holding 60 per cent. and 40 per cent. of the HoldCo, respectively. Upon the Scheme becoming effective in accordance with its terms (the Effective Date ), the board of the HoldCo will comprise the following nominees appointed by the respective Consortium Parties: (i) (ii) (iii) Ms Chew Gek Khim, being the nominee of SE; Dr Chiu Kwok Hung Justin and Mr Ip Tak Chuen Edmond, being the nominees of WGL; Mr Lim Hwee Chiang, John, being the nominee of JLIG; 3

4 (iv) (v) Mr Joseph Gagnon, Ms Ellen Ng and Mr Jeffrey Perlman, being the nominees of AGHL; and Mr Jiangtao Yao and Mr Yinghui Wei, being the nominees of AVIC Trust The Offeror will fund the consideration payable for the Scheme Shares through a combination of external bank financing and equity commitments from AGHL and AVICT (collectively, the Sponsor Shareholders ). 2.3 The Consortium Parties SE and STC. SE1 and SE2 are investment holding companies incorporated in Singapore. SE1 and SE2 are wholly-owned subsidiaries of STC, a Singapore incorporated company whose shares are listed on the SGX-ST JLIG and Mr Lim Hwee Chiang, John. JLIG is a company incorporated in the British Virgin Islands ( BVI ) and is wholly-owned by Mr Lim Hwee Chiang, John, who has been the Group Chief Executive Officer and Executive Director of the Company since JLIG is part of the JL Family Office which is the private investment holding group of companies founded by Mr Lim Hwee Chiang, John WGL and CKPHL. WGL is a company incorporated in the BVI. WGL is an indirect wholly-owned subsidiary of CKPHL, a Cayman Islands incorporated company whose shares are listed on the Stock Exchange of Hong Kong Limited AGHL and Warburg Pincus. AGHL is a company incorporated in the BVI. AGHL is wholly-owned by private equity funds managed by Warburg Pincus. Warburg Pincus is a global private equity firm with a track record of 50 years in the private equity business AVICT and AVIC Trust. AVICT is a special purpose company incorporated in the BVI and is a wholly-owned subsidiary of AVIC Trust. AVIC Trust is a company incorporated in the People s Republic of China. Re-registered in December 2009, AVIC Trust is one of the leading investment and trust managers in China with assets under management of over US$51 billion. AVIC Trust is owned by Oversea-Chinese Banking Corporation ( per cent.) and indirectly owned by AVIC Capital Co, Limited ( per cent.), a company listed on the Shanghai Stock Exchange and the finance arm of the Aviation Industry Corporation of China. 4

5 3. THE ACQUISITION 3.1 The Scheme. The Scheme will be effected in accordance with Section 99 of the Bermuda Companies Act, subject to the terms and conditions of the Implementation Agreement. Under the Scheme: all the Scheme Shares held by the Shareholders 2 of the Company other than the Rollover Shareholders (the Scheme Shareholders ), as at a books closure date to be announced by the Company on which the transfer books of the Company and the register of members of the Company (the Register of Members ) will be closed in order to determine the entitlements of the Scheme Shareholders in respect of the Scheme Consideration (the Books Closure Date ), will be transferred to the Offeror: (i) (ii) (iii) fully paid up; free from all claims, charges, mortgages, securities, pledges, liens, options, restrictions, equities, powers of sale, hypothecations or third party rights or interests, retention of title, rights of pre-emption, rights of first refusal or security interests of any kind or agreements, arrangements or obligations to create any of the foregoing; and together with all rights, benefits and entitlements attaching thereto as at the Joint Announcement Date and thereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions (if any) declared, paid or made by the Company on or after the Joint Announcement Date. If any dividend, right or other distribution is declared, paid or made by the Company to the Scheme Shareholders on or after the Joint Announcement Date, the Offeror reserves the right to reduce the Scheme Consideration (as defined at paragraph of this Joint Announcement) by the amount of such dividend, right or distribution; and in consideration for such transfer of the Scheme Shares, the Offeror will pay each Scheme Shareholder as at the Books Closure Date S$1.78 in cash for each Scheme Share transferred (the Scheme Consideration ). The Offeror does not intend to increase the Scheme Consideration of S$1.78 and accordingly, this represents the final price. Subject to the satisfaction of the Scheme Conditions, it is currently expected that the Acquisition will be completed in the first half of In this Joint Announcement, a Shareholder, means (i) any person (other than The Central Depository (Pte) Limited ( CDP )) who is registered in the Register of Members as the holder of Shares; and/or (ii) where CDP is registered in the Register of Members as the holder of Shares, any person who is registered in the Depository Register (as defined under Section 81SF of the Securities and Futures Act, Chapter 289 of Singapore) as having Shares credited to his Securities Account (as defined at paragraph 10.1 of this Joint Announcement). 5

6 3.2 Scheme Document. Further information on the Scheme and the terms and conditions upon which the Scheme will be implemented by the Company and the Offeror will be set out in the document to be issued by the Company to the Scheme Shareholders containing, inter alia, details of the Scheme (the Scheme Document ). 3.3 Acquisition of Rollover Shares. Subject to the Scheme becoming effective in accordance with its terms, the Rollover Shares will be acquired by the Offeror pursuant to the Rollover Agreement, as further described in paragraph 7.2 of this Joint Announcement. 3.4 Delisting. Upon the Scheme becoming effective in accordance with its terms and upon completion of the Rollover Agreement, the Company will become a wholly-owned subsidiary of the Offeror, and will, subject to the approval of the SGX-ST, be delisted from the Official List of the SGX-ST. 4. SCHEME CONDITIONS 4.1 Scheme Conditions. The Scheme is conditional upon the satisfaction or waiver (as the case may be) of the conditions precedent (the Scheme Conditions ) set out in Schedule 1 to this Joint Announcement. The Scheme will only come into effect if a copy of the order of the Supreme Court of Bermuda (the Court ) pursuant to Section 99(2) of the Bermuda Companies Act sanctioning the Scheme (the Court Order ) has been delivered to the Registrar of Companies in Bermuda (the Registrar ) for registration pursuant to Section 99(3) of the Bermuda Companies Act and all the other Scheme Conditions have been satisfied or, if applicable, waived in accordance with the terms of the Implementation Agreement, by no later than 5.00 p.m. on 30 June 2017 or such other date as may be agreed in writing between the Company and the Offeror (the Cut-Off Date). The Scheme is not conditional or dependent on completion of the Rollover Agreement. 4.2 Benefit of Scheme Conditions The Offeror s Benefit. The Offeror alone may waive the Scheme Conditions in paragraphs 6 (in relation to the Prescribed Occurrences set out in Schedule 3 to this Joint Announcement relating to the Company, any ARA Group Company 3, Substantial Subsidiary 4 or Fund 5 (as applicable)), 7, 8 and 10 of Schedule 1 to this 3 In this Joint Announcement, the ARA Group means the Company and all of its subsidiaries (as defined under the Companies Act, Chapter 50 of Singapore) as at the date of the Implementation Agreement, but excluding for the avoidance of doubt the Fund Entities (as defined in the Implementation Agreement), and ARA Group Company means any one of them. 4 In this Joint Announcement, Substantial Subsidiaries means (i) ARA Asset Management (Fortune) Limited; (ii) ARA Trust Management (Suntec) Limited; (iii) ARA Management Pte. Ltd.; (iv) ARA Asset Management (Prosperity) Limited; (v) ARA-CWT Trust Management (Cache) Limited; (vi) ARA Managers (APF) Pte. Ltd.; (vii) ARA Fund Management (Asia Dragon II) Limited; (viii) ARA Fund Management (CIP) Limited; (ix) Jadeline Capital Sdn. Bhd.; (x) ARA Investors II Limited; (xi) ARA Real Estate Investors V Limited; (xii) ARA Real Estate Investors VI Limited; (xiii) ARA Real Estate Investors VII Limited; (xiv) ARA Real Estate Investors VIII Limited; (xv) ARA Real Estate Investors IX Limited; (xvi) ARA Real Estate Investors X Pte. Ltd.; (xvii) ARA Real Estate Investors XI Limited; (xviii) ARA Real Estate Investors XII Limited; (xix) ARA Real Estate Investors XIII Limited; (xx) ARA Managers (Harmony) Pte. Ltd.; (xxi) Suntec Singapore International Convention & Exhibition Services Pte. Ltd; (xxii) APM Property Management Pte. Ltd.; (xxiii) SC Property Management Co., Ltd.; (xxiv) Asia Property Management (China) Limited; (xxv) ARA Fund Management (MIP) Limited; (xxvi) ARA Fund Management (Harmony III) Limited; (xxvii) ARA Fund Management (SDF) Limited; (xxviii) ARA Managers (SIP) Pte. Ltd.; (xxix) ARA Korea Limited; (xxx) ARA Fund Management (PIP) Limited; and (xxxi) ARA Managers (Harmony V) Pte. Ltd., and Substantial Subsidiary means any one of them. 6

7 Joint Announcement. Any breach or non-fulfilment of any such Scheme Conditions may be relied upon only by the Offeror The Company s Benefit. The Company alone may waive the Scheme Conditions at paragraphs 6 (in relation to the Prescribed Occurrences set out in Schedule 2 to this Joint Announcement relating to the Offeror) and 9 of Schedule 1 to this Joint Announcement. Any breach or non-fulfilment of any such Scheme Conditions may be relied upon only by the Company Both Parties Benefit. The Scheme Conditions in paragraphs 1, 2 and 3 of Schedule 1 to this Joint Announcement are not capable of being waived by either or both of the Parties. The Scheme Conditions in paragraphs 4 and 5 of Schedule 1 to this Joint Announcement may only be waived (to the extent legally permissible) if such waiver has been agreed in writing between the Parties. 5. TERMINATION 5.1 Right to Terminate. The Implementation Agreement provides that if: any of the Scheme Conditions set out in paragraphs 1, 2 and 3 of Schedule 1 to the Joint Announcement is not satisfied, or if the Scheme has not become effective in accordance with its terms on or before 5.00 p.m. on the Cut-Off Date, either Party may immediately terminate the Implementation Agreement by notice in writing to the other Party; an event under which the Company is obliged to pay the Break Fee (as defined in paragraph of this Joint Announcement) pursuant to Clause of the Implementation Agreement (see paragraph of this Joint Announcement) occurs, the Implementation Agreement shall automatically terminate; an event under which the Company is obliged to pay the Break Fee pursuant to Clause (i) of the Implementation Agreement (see paragraph 5.2.2(i) of this Joint Announcement) occurs, the Offeror shall have the right to terminate the Implementation Agreement; 5 In this Joint Announcement, Funds means (i) ARA Asia Dragon Limited; (ii) ARA Asia Dragon II Limited; (iii) ARA China Investment Partners, LLC; (iv) Morningside Investment Partners, LLC; (v) Straits Investment Partners; (vi) Peninsula Investment Partners, L.P.; (vii) Peninsula Investments Partners (Australia), LP; (viii) Harmony Investors Group Limited; (ix) ARA Harmony Fund III, L.P.; (x) Park Mall Pte. Ltd.; (xi) ARA Summit Development Fund I, L.P.; (xii) Fortune Real Estate Investment Trust; (xiii) Suntec Real Estate Investment Trust; (xiv) Prosperity Real Estate Investment Trust; (xv) AmFIRST Real Estate Investment Trust; (xvi) Cache Logistics Trust; (xvii) Hui Xian Real Estate Investment Trust; (xviii) ARA-NPS Real Estate Investment Company; (xix) ARA-NPS REIT No.2; (xx) ARA-ShinYoung REIT; and (xxi) ARA-ShinYoung REIT No.2; and Fund means any one of them. 7

8 5.1.4 subject to the Party seeking termination having consulted with the Securities Industry Council (the SIC ) and the SIC having given its approval, or stated that it has no objection, to such termination: (i) the Scheme Condition set out in paragraph 5 of Schedule 1 to this Joint Announcement is not satisfied, or is incapable of being satisfied, or if applicable, has not been or will not be waived, on or before 5.00 p.m. on the Cut-Off Date, either Party may immediately terminate the Implementation Agreement by notice in writing to the other Party; (ii) any of the Scheme Conditions set out in paragraphs 4 or 6 (in relation to any Prescribed Occurrences set out in Schedule 3 to this Joint Announcement relating to the Company, any ARA Group Company, Substantial Subsidiary or Fund (as applicable)), or 7 or 8 or 10 of Schedule 1 to this Joint Announcement is not satisfied, or is incapable of being satisfied, or if applicable, has not been or will not be waived, on or before 5.00 p.m. on the Cut-Off Date, the Offeror may terminate the Implementation Agreement by notice in writing to the Company, provided that with respect to paragraph 8 of Schedule 1 to this Joint Announcement (in relation to any breach of warranties by the Company), if the breach is capable of remedy, the Company fails to remedy the breach within the earlier of fifteen Business Days 6 from receipt of notice from the Offeror of the alleged breach, or 5.00 p.m. on the Cut-Off Date, and provided further that the Company works diligently to remedy the breach during such period; or (iii) any of the Scheme Conditions set out in paragraph 6 (in relation to any Prescribed Occurrences set out in Schedule 2 to this Joint Announcement relating to the Offeror) or paragraph 9 of Schedule 1 to this Joint Announcement is not satisfied, or is incapable of being satisfied, or if applicable, has not been or will not be waived, on or before 5.00 p.m. on the Cut-Off Date, the Company may terminate the Implementation Agreement by notice in writing to the Offeror. 5.2 Effect of Termination. In the event the Implementation Agreement is terminated by either Party pursuant to its terms, the Implementation Agreement will cease to have any further force or effect (except for certain surviving provisions such as those relating to the break fee (see paragraphs and of this Joint Announcement), costs and expenses and governing law) and there shall be no further liability or obligation on the part of either Party, but such termination shall not prejudice the rights of either Party which have accrued or arisen prior to such termination (provided that the Offeror shall not be entitled to claim against the Company for any breach of the warranties by the Company), and that: In the event that a Competing Offer 7 becomes or is declared unconditional in all respects or becomes effective, as the case may be, in accordance with its terms 6 In this Joint Announcement, Business Day means a day (other than Saturday, Sunday or public holiday) on which banks in Bermuda, Hong Kong, New York and Singapore are generally open for business. 7 In this Joint Announcement, Competing Offer means any offer, proposal or expression of interest by any person other than the Offeror pursuant to which such person or any other person may, whether directly or indirectly, and 8

9 within 180 calendar days from the Joint Announcement Date, the Company shall pay a break fee equivalent to 0.5 per cent. of the aggregate Scheme Consideration payable for the Scheme Shares to the Offeror In the event: (i) that the Independent Directors do not provide the Recommendation 8, or the Independent Directors withdraw, modify or qualify the Recommendation otherwise than pursuant to a Competing Offer; or (ii) of a material breach or non-compliance by the Company of Clauses 3.4, 6.2, 7.2 and 10.1 of the Implementation Agreement resulting in the termination of the Scheme, the Company shall compensate the Offeror for all the costs and expenses actually incurred by or on behalf of the Offeror in connection with the Scheme and/or Acquisition, subject to a maximum amount of US$2,000,000, (in either case, the Break Fee ) Payment of the Break Fee shall be made by the Company to the Offeror within: (i) (ii) in the case of a payment under Clause of the Implementation Agreement (see paragraph above), 10 Business Days after the date on which the Competing Offer is declared unconditional in all respects or becomes effective, as the case may be; and in the case of a payment under Clause of the Implementation Agreement (see paragraph above), 10 Business Days after the Offeror has submitted a written request together with reasonable supporting evidence of the costs and expenses actually incurred by it or on its behalf in connection with the Scheme and/or Acquisition. 6. SPECIFIC OBLIGATIONS OF THE COMPANY Pursuant to the terms of the Implementation Agreement, the Company shall execute all documents and do all acts and things necessary to implement the Scheme, as expeditiously as possible, and shall, inter alia, perform the obligations set out in Schedule 4 to this Joint Announcement. whether by share purchase, scheme of arrangement, merger or amalgamation, capital reconstruction, purchase of assets, tender offer, general offer, partial offer, joint venture, dual listed company structure or otherwise: (i) acquire or become the holder or owner of, or otherwise have an economic interest in: (a) all or any substantial part of the businesses, assets, revenues and/or undertakings of the Company, or (b) all or a significant portion of the share capital of the Company; (ii) acquire control of the ARA Group or merge with the Company; (iii) benefit under any other arrangement having an effect similar to any of the above; or (iv) effect a transaction which would preclude or restrict the Acquisition and/or the Scheme. 8 In this Joint Announcement, Recommendation means the recommendation given by the Independent Directors unanimously and without qualification, that the Scheme Shareholders vote in favour of the Scheme. 9

10 7. CONSORTIUM ARRANGEMENTS 7.1 Consortium Agreement. The Consortium Parties entered into a consortium agreement on 18 September 2016 (the Consortium Agreement ). Pursuant to the Consortium Agreement, the Consortium Parties have established a steering committee (the Steering Committee ) comprising five members (being one senior management representative from each Consortium Party). The Steering Committee is responsible for all matters relating to the Acquisition and the day-to-day supervision and management of the Acquisition. The Steering Committee comprises the following members: Ms Ellen Ng (Managing Director of Warburg Pincus) or, in the alternative, Mr Joseph Gagnon (Managing Director of Warburg Pincus); Mr Lim Hwee Chiang, John (Founder of JLIG) or, in the alternative, Mr Lim How Boon, Andy (Executive Director of JLIG); Ms Chew Gek Khim (Executive Chairman of STC) or, any alternate nominated by SE; Mr Ip Tak Chuen Edmond (Executive Director and Deputy Managing Director of CKPHL) or, in the alternative, Ms Eirene Yeung (Company Secretary of CKPHL); and Mr Jiangtao Yao (Chairman of AVIC Trust) or, in the alternative, Mr Yinghui Wei (Deputy General Manager of AVIC Trust). 7.2 Rollover Agreement. Pursuant to the terms of the Rollover Agreement, immediately upon the Scheme becoming effective in accordance with its terms, the Rollover Shareholders will transfer their Rollover Shares to the Offeror in exchange for a combination of cash and shares in the HoldCo. Under the terms of the Rollover Agreement: the Sponsor Shareholders shall each subscribe for shares in the HoldCo; SE shall transfer to the Offeror an aggregate of 200,482,000 Rollover Shares in exchange for cash and shares in the HoldCo, representing approximately per cent. in the HoldCo. SE2 has nominated SE1 to receive its shares in the HoldCo to which it is entitled pursuant to the Rollover Agreement; JLIG shall transfer to the Offeror an aggregate of 182,432,937 Rollover Shares in exchange for cash and shares in the HoldCo, representing approximately per cent. of the HoldCo; and WGL shall transfer to the Offeror an aggregate of 78,185,544 Rollover Shares in consideration for cash, and shall subscribe for shares in the HoldCo, representing approximately 8.00 per cent. of the HoldCo (together with the transfers described at paragraphs and 7.2.3, the Rollover ). The cash portion of the proceeds will comprise of approximately 13.5 per cent., 9.9 per cent., and 15.3 per cent. for SE, JLIG, and WGL, respectively, of the consideration payable to each of the Rollover Shareholders. 10

11 Upon the Scheme becoming effective in accordance with its terms and on completion of the Rollover, the Company will be a wholly-owned subsidiary of the Offeror and a wholly-owned indirect subsidiary of the HoldCo, and the shareholders of the HoldCo and their respective shareholding will be as follows: AVICT AGHL JLIG SE1 WGL 20.48% 30.72% 19.85% 20.95% 8.00% HoldCo 100% Offeror 100% ARA 7.3 Shareholders Agreement. The Consortium Parties, other than SE2 (collectively, the HoldCo Shareholders ) will enter into a shareholders agreement (the Shareholders Agreement ) on completion of the Rollover in respect of the governance of the HoldCo and its subsidiaries from time to time (the Offeror Group ). Pursuant to the terms of the Shareholders Agreement: Best Interests. The HoldCo Shareholders have agreed to act in the best interests of the HoldCo Board Seats. The following directors of the HoldCo will be appointed as soon as reasonably practicable after the Scheme becomes effective in accordance with its terms: (i) (ii) (iii) (iv) (v) (vi) (vii) Dr Chiu Kwok Hung Justin (Chairman, Rollover Shareholder Director); Mr Ip Tak Chuen Edmond (Rollover Shareholder Director); Ms Chew Gek Khim (Rollover Shareholder Director); Mr Lim Hwee Chiang, John (Rollover Shareholder Director); Mr Joseph Gagnon (Sponsor Director); Ms Ellen Ng (Sponsor Director); Mr Jeffrey Perlman (Sponsor Director); 11

12 (viii) (ix) Mr Jiangtao Yao (Sponsor Director); and Mr Yinghui Wei (Sponsor Director). The Rollover Shareholders (save for SE2, who is not a party to the Shareholders Agreement) will, collectively, have the right to appoint four directors, for so long as specific shareholdings in the HoldCo are maintained. The Sponsor Shareholders shall initially have the right to appoint five directors Key Management. Mr Lim Hwee Chiang, John shall serve as the Group Chief Executive Officer of the Offeror Group and Dr Chiu Kwok Hung Justin shall serve as the Chairman of the board of directors of the HoldCo. The Sponsor Shareholders shall have the right to appoint the Chief Financial Officer of the HoldCo Reserved Matters. The HoldCo Shareholders have agreed on a list of reserved matters which shall not be undertaken except with the consent of a specified per cent. of the board of directors of the HoldCo, the HoldCo Shareholders or all the HoldCo Shareholders holding over a certain number of shares in the HoldCo, as the case may be Pre-emption Rights. The HoldCo Shareholders will have customary rights such as pre-emption rights over issuances of new shares in the HoldCo Restrictions on Transfer of Shares. Subject to certain exceptions (primarily in default scenarios), no HoldCo Shareholder may transfer, directly or indirectly, any of their interests in the HoldCo for a period of not less than five years after completion of the Acquisition (the Moratorium Period ), without the consent of the other HoldCo Shareholders. The HoldCo Shareholders will also have customary rights such as preemptive rights over transfers by other shareholders and rights of compulsory transfers in the event of specified default events Exit Mechanisms. If no liquidity event has taken place after the expiry of the Moratorium Period, then, depending on the circumstances, either the Sponsor Shareholders or, subject to the maintenance of specific shareholdings in the HoldCo, the Rollover Shareholders (save for SE2) have the right to conduct a sale process (a Marketed Sale ) and subject to the Marketed Sale meeting certain conditions, drag the remaining HoldCo Shareholders on the same terms. If the drag is not satisfied, the remaining HoldCo Shareholders also have a tag-along right to sell all of their shares of the HoldCo on the same terms. WGL has the right to require an independent third party valuer to value the shares of the HoldCo (such value being the Fair Value ) and the Fair Value will be the minimum price that it shall receive for certain of its shares under a Marketed Sale. At certain times after the end of the Moratorium Period, WGL shall have the right to require the HoldCo to repurchase certain of its shares in the HoldCo at a price which shall be determined with reference to the prevailing earnings of the HoldCo Restrictive Covenants. The HoldCo Shareholders have agreed on a set of obligations in relation to restricted actions which may apply to some of the HoldCo Shareholders post-completion of the Acquisition, including, where relevant, non- 12

13 compete and non-solicit obligations and arrangements to maintain certain existing relationships with the Offeror Group for an agreed period post-completion of the Acquisition. 7.4 Acquisition of Units of Suntec REIT. In addition to the arrangements set out above, AVICT, STC and the Company have entered into a sale and purchase agreement (the Suntec REIT Acquisition Agreement ) today. Under the Suntec REIT Acquisition Agreement: conditional upon (i) the delisting of the Company from the Official List of the SGX-ST; and (ii) AVICT having obtained the relevant regulatory approvals as set out more specifically in the Suntec REIT Acquisition Agreement (the ODI Condition and together with (i), the Suntec REIT Acquisition Conditions ), AVICT will within 90 days of the satisfaction of the Suntec REIT Acquisition Conditions, acquire units in Suntec Real Estate Investment Trust ( Suntec REIT ) representing, in aggregate, four per cent. of all of the Suntec REIT units in issue as at the date of the Suntec REIT Acquisition Agreement ( Suntec REIT Units ) from the Company, at a price per unit equivalent to the 30-day VWAP of the units as at the date prior to the date of this Joint Announcement (the Unit Acquisition ); STC may by notice in writing to the Company participate in the Unit Acquisition by electing to sell up to half of the aggregate number of Suntec REIT Units (i.e. units representing two per cent. of all the Suntec REIT units in issue as at the date of the Suntec REIT Acquisition Agreement); upon completion of the Unit Acquisition, the management fees (if any) paid to the Company or its affiliate by AVICT in respect of the Suntec REIT Units acquired under the Suntec REIT Acquisition Agreement will be shared equally between the Company and AVICT; the Suntec REIT Acquisition Agreement shall terminate upon the termination of the Implementation Agreement or if AVICT does not provide a completion notice within 90 days of the satisfaction of the Suntec REIT Acquisition Conditions; and any of STC, the Company or AVICT shall have the right to terminate the Suntec REIT Acquisition Agreement by giving written notice to the other parties if the ODI Condition is not satisfied by the ninetieth (90 th ) day after the delisting of the Company from the SGX-ST, or such other day as the parties may mutually agree in writing. 7.5 Management Incentive Arrangements. An employee share option plan ( ESOP ) will be put into place by the HoldCo, pursuant to which not more than five per cent. of the shares of the HoldCo may be issued to key management of the Company pursuant to options granted under the ESOP. The ESOP is intended to incentivise key management and align their interests with the HoldCo Shareholders. The Offeror has not determined the list of key management who will be permitted to participate in the ESOP, and it is contemplated that the Group Chief Executive Officer and the board of directors of the HoldCo will determine the grantees and allocations after completion of the Acquisition. 13

14 7.6 Joint Offerors. The SIC has, on 4 November 2016, confirmed that the Consortium Parties are regarded as joint offerors and that accordingly, the arrangements set out in this paragraph 7 do not constitute special deals under Rule 10 of the Code. 8. RATIONALE FOR THE ACQUISITION AND OFFEROR S CURRENT INTENTIONS FOR THE COMPANY 8.1 Opportunity for Scheme Shareholders to Realise their Investment at an Attractive Valuation without Incurring Brokerage Fees The Scheme Consideration represents an attractive premium to current and historical market prices The Scheme Consideration represents a premium of approximately 26.2 per cent. over the Company s closing share price of S$1.41 as of 2 November 2016 and a premium of 43.9 per cent., 31.7 per cent., 30.3 per cent. and 29.6 per cent. over the VWAP of the Shares over the 12, 6, 3, 1-month periods, respectively, up to and including 2 November 2016, being the last full trading day of the Shares prior to the date on which trading in the Shares was halted following a query regarding trading activity received on 3 November 2016 by the Company from the SGX-ST. Please refer to paragraph 9 of this Joint Announcement for further details on the financial evaluation of the Scheme Consideration The Company s valuation multiples implied by the Scheme Consideration are above the historical averages The implied valuation metrics for the Company s enterprise value ( EV ) as a percentage of assets under management ( AUM ) (i.e. EV/AUM ) and as a multiple of earnings before interest, taxes, depreciation and amortisation ( EBITDA ) (i.e. EV/EBITDA ) based on the Scheme Consideration compare favourably against the Company s historical averages. The EV/AUM implied by the Scheme Consideration is 6.0 per cent., compared to the historical 1-year and 3-year average of 4.2 per cent. and 5.1 per cent., respectively, 14

15 up to and including 2 November The EV/EBITDA implied by the Scheme Consideration is 18.2x, compared to the historical 1-year and 3-year average of 13.1x and 14.5x, respectively, up to and including 2 November Please refer to paragraph 9 of this Joint Announcement for further details on the financial evaluation of the Scheme Consideration Opportunity for Scheme Shareholders who may find it difficult to exit their investment in the Company due to low trading liquidity The historical trading liquidity of the Shares on the SGX-ST has been low. The average daily trading volume of the Shares over the last 1-month, 3-month, 6-month and 12-month periods up to and including 2 November 2016 are detailed in the table below. Average daily trading volume (1) Average daily trading volume as a percentage of total issued Shares (%) (2),(3) 12-month period up to and including 2 658, % November month period up to and including 2 525, % November month period up to and including 2 571, % November month period up to and including 2 November , % Notes: (1) Calculated using the total volume of Shares traded divided by the number of days on which the Company is traded on the SGX-ST. 15

16 (2) Calculated using the daily total volume of Shares traded divided by the total number of Shares outstanding. (3) Rounded to the nearest three decimal places SE, JLIG and WGL will transfer their Shares to the Offeror at a valuation equivalent to the Scheme Consideration Pursuant to the terms of the Rollover Agreement, the Rollover Shareholders (i.e. SE, JLIG and WGL) have agreed to transfer their Rollover Shares to the Offeror at a valuation equivalent to the Scheme Consideration, upon the Scheme becoming effective in accordance with its terms. 8.2 Access to an Efficient Source of Significant Capital in Support of the Company s Future Growth The Company has an established track record in growing its AUM in REITs and private real estate funds. Since the Company s formation in 2002 and listing in 2007, the Company has built a diversified and resilient asset management portfolio across the Asia Pacific, managing approximately S$30 billion worth of assets as at 30 September The Company has over time, developed increasing investment and asset management capabilities over large-scale properties in multiple asset classes across Asia Pacific. Amidst shifting dynamics in the real estate funds management industry, it believes that in order to maximise the scalability of the business model in the long term, it will require a significant amount of capital to further its growth through strategic co-investments into existing and new funds, as well as through opportunistic acquisitions. Should it remain a listed company at this scale, raising capital successfully will take time and will be highly dependent on market conditions. Such capital raisings also entail costs and may result in the dilution of shareholders interests. By privatising the Company together with affiliated entities of Warburg Pincus and AVIC Trust, the Consortium believes the Company will be able to secure the long-term commitment of two new strategic capital partners. These partners provide the Company with increased access to capital, which will allow it to operate more nimbly and efficiently in achieving its growth objectives. Warburg Pincus has a global network of investor relationships, experience in partnering with management teams to drive growth, and a strong investment track-record in real estate platforms around the world. AVIC Trust has a unique distribution capability in China and will also provide the Company with important access to the Chinese capital markets and other business opportunities in China. 8.3 Offeror s Intentions for the Company Save as described in the foregoing, the Offeror has no intention of making any material changes to the existing businesses, re-deploying the fixed assets, or discontinuing the employment of the existing employees of the ARA Group. However, the directors of the Offeror retain the flexibility at any time to consider any options or opportunities in relation to 9 The AUM as of 30 September 2016 does not include AUM which would be attributable to the investment of ARA Harmony VI in Century Link, as announced by the Company on the SGX-ST on 26 October This investment, which is expected to be completed by December 2016, is expected to increase the Company s AUM by S$4.1 billion.. 16

17 the ARA Group which may present themselves and which they may regard to be in the best interests of the Offeror. 9. FINANCIAL EVALUATION OF THE SCHEME CONSIDERATION The Scheme Consideration for each Scheme Share is S$1.78 in cash. The Offeror does not intend to increase the Scheme Consideration and accordingly, this represents the final price for each Scheme Share. The figures set out in this section are based on data extracted from Bloomberg as at 2 November 2016, being the last full trading day of the Shares prior to the date on which trading in the Shares was halted following a query regarding trading activity received on 3 November 2016 by the Company from the SGX-ST. The implied premium of the Scheme Consideration over the relevant closing prices and VWAP of the Company is as follows: Share Price Premium to Share Price (S$) (1) (%) (2) 12-month VWAP up to and including 2 November month VWAP up to and including 2 November month VWAP up to and including 2 November month VWAP up to and including 2 November 2016 Last traded price per Share on 2 November % % % % % 52-week high as of 2 November % 52-week low as of 2 November % Notes: (1) Based on data extracted from Bloomberg which shows prices adjusted to reflect any changes in the share capital of the Company. Rounded to the nearest three decimal places. (2) Rounded to the nearest one decimal place. The Scheme Consideration also exceeds the highest closing price of the Shares in the past 2.5 years, up to and including 2 November

18 The implied valuation metrics for the Company s enterprise value (1) as a percentage of AUM (2) and as a multiple of EBITDA (3) based on the Scheme Consideration and the historical averages are set out in the table below. Percentage of AUM (4) Multiple of EBITDA (4) Implied by the Scheme Consideration as of 2 November 2016 Historical 1-year average as of 2 November 2016 Historical 3-year average as of 2 November % (5) 18.2x 4.2% 13.1x 5.1% 14.5x Notes: (1) Enterprise value is calculated based on the (i) market capitalisation, plus (ii) consolidated loans and borrowings, less (iii) consolidated cash and cash equivalents, plus (iv) non-controlling interests. Enterprise value is computed on a daily basis and reflects the latest market capitalisation at the end of each day and the Company s financial statements for each corresponding quarter (i.e. enterprise value calculations on and after 30 September 2016 take into account the consolidated loan and borrowings, cash and cash equivalents and non-controlling interests figures as at 30 September 2016). (2) AUM is based on the Company s quarterly reported figure for each corresponding quarter (i.e. AUM figures used in the calculations on and after 30 September 2016 reflect the Company s AUM as at 30 September 2016). (3) EBITDA is based on Next Twelve Months (NTM) consensus as sourced from Bloomberg for each respective day up to and including 2 November (4) Rounded to the nearest one decimal place. (5) Based on AUM as of 30 September 2016, which does not include AUM which would be attributable to the investment of ARA Harmony VI in Century Link, as announced by the Company on the SGX-ST on 26 October This investment, which is expected to be completed by December 2016, is expected to increase the Company s AUM by S$4.1 billion. 10. APPROVALS REQUIRED 10.1 Court Meeting and Court Sanction. The Scheme will require, inter alia, the following approvals: the approval of the Scheme by a majority in number representing three-fourths in value of the Scheme Shareholders present and voting at the Scheme Meeting 10 pursuant to Section 99(2) of the Bermuda Companies Act; and the sanction of the Scheme by the Court. 10 In this Joint Announcement, Scheme Meeting means the meeting of the Scheme Shareholders to be convened at the direction of the Court for the purpose of considering and, if thought fit, approving the Scheme (and shall include any adjournment of the meeting). 18

19 The Scheme will only come into effect if all the Scheme Conditions specified in the Implementation Agreement have been satisfied or, as the case may be, waived in accordance with the Implementation Agreement, the Scheme has been sanctioned by the Court and a copy of the Court Order has been delivered to the Registrar for registration pursuant to Section 99(3) of the Bermuda Companies Act. Under the Bermuda Companies Act, those persons who agree to become members of a Bermuda company and whose names are entered on the register of members of such a company are considered members of the company, with rights to attend and vote at general meetings of the company. Depositors 11 holding Shares through CDP are not recognised as Members 12 in respect of the number of Shares credited to their respective Securities Accounts 13 and generally do not have a right under the Bermuda Companies Act to attend and vote at general meetings of the Company. To enable Depositors to attend and vote at the Scheme Meeting as Scheme Shareholders, the Company intends to seek, at the first hearing in the Court for directions to convene the Scheme Meeting, an order of the Court pursuant to which: (i) each Member who holds Scheme Shares in its own name in the Register of Members will have one vote and the value to be attributed to such person s vote at the Scheme Meeting will be the number of Scheme Shares held in the name of that person; and (ii) in respect of Scheme Shares held by CDP as Member, each Depositor who has Scheme Shares entered against its name in the Depository Register who votes as CDP s proxy (or nominates any person to vote as CDP s proxy) at the Scheme Meeting will be counted and its vote taken into account in determining if a majority in number representing three-fourths in value have voted to approve the Scheme at the Scheme Meeting SIC Confirmations. An application was made on behalf of the Offeror to the SIC to seek certain rulings in relation to the Scheme. The SIC has confirmed on 4 November 2016, inter alia, that: the Scheme is exempted from complying with Rules 14, 15, 16, 17, 20.1, 21, 22, 28, 29, 33.2 and Note 1(b) on Rule 19 of the Code, subject to the following conditions: (i) the Rollover Shareholders and their concert parties abstain from voting on the Scheme; (ii) the directors of the Company who are also concert parties of the Consortium Parties abstain from making a recommendation on the Scheme to the Scheme Shareholders; 11 In this Joint Announcement, Depositor and Depository Register shall have the meanings ascribed to them under Section 81SF of the Securities and Futures Act, Chapter 289 of Singapore. 12 In this Joint Announcement, Member means any person who is registered as a holder of Shares in the Register of Members. 13 In this Joint Announcement, Securities Account shall mean the relevant securities account maintained by a Depositor (being a Scheme Shareholder) with CDP but does not include a securities sub-account. 19

20 (iii) (iv) the Company appoints an independent financial adviser to advise the Scheme Shareholders on the Scheme; and the Scheme Document to be provided to the Scheme Shareholders discloses the names of the Offeror and its concert parties (including the HoldCo), their current voting rights in the Company as of the latest practicable date and their voting rights in the Company after the Scheme; the Consortium Parties are joint offerors and accordingly, the arrangements between the Consortium Parties at paragraph 7 above do not constitute special deals under Rule 10 of the Code; and it has no objections to the Scheme Conditions. 11. NON-ELIGIBILITY TO VOTE The Rollover Shares do not form part of the Scheme Shares and as the Rollover Shareholders are not Scheme Shareholders under the Scheme, they are not entitled to vote the Rollover Shares on the Scheme. In addition, in accordance with the SIC s rulings as set out in paragraph above, the Offeror and its concert parties will abstain from voting on the Scheme in respect of their Scheme Shares (if any). 12. FINANCIAL ADVISERS 12.1 Joint Financial Advisers to the Offeror. DBS Bank Ltd and Goldman Sachs (Singapore) Pte. (collectively, the Offeror Financial Advisers ) are the joint financial advisers to the Offeror in respect of the Acquisition and the Scheme Independent Financial Adviser to the Independent Directors. Deloitte & Touche Corporate Finance Pte. Ltd. has been appointed as the independent financial adviser (the IFA ) to advise the Independent Directors for the purposes of making a recommendation to the Scheme Shareholders in connection with the Scheme. Full details of the Scheme including the recommendation of the Independent Directors along with the advice of the IFA (the IFA Letter ) will be included in the Scheme Document. 13. CONFIRMATION OF FINANCIAL RESOURCES The Offeror Financial Advisers confirm that the Offeror has sufficient financial resources to acquire, and satisfy in full, the aggregate Scheme Consideration payable by the Offeror for all the Scheme Shares to be acquired by the Offeror pursuant to the Scheme (which for the avoidance of doubt, excludes any consideration payable for the Rollover Shares). 14. SCHEME DOCUMENT 14.1 Scheme Document. The Scheme Document containing full details of the Scheme (including the Recommendation of the Independent Directors along with the IFA Letter) and 20